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DECREE No

DECREE No.02-CP OF JANUARY 25, 1996 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL CHEMICAL CORPORATION

THE GOVERNMENT

Pursuant to the Law on Organization of the Government of September 30, 1992;

Pursuant to the Law on State Enterprises of April 20, 1995;

Considering the proposal of the Managing Board of the Vietnam National Chemical Corporation,

DECREES:

Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam National Chemical Corporation issued together with this Decree.

Article 2.- The Minister of Finance, the Governor of the State Bank, the Minister of Industry, and the concerned Ministers, Heads of the ministerial-level agencies and Heads of the Agencies attached to the Government, shall guide the implementation of this Decree.

Article 3.- This Decree takes effect from the date of its signing.

The Ministers, the Heads of the ministerial-level agencies, the Heads of the Agencies attached to the Government, the Presidents of the People's Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam National Chemical Corporation, are responsible for the implementation of this Decree.

On behalf of the Government

The Prime Minister

VO VAN KIET

STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL CHEMICAL CORPORATION

(Ratified by Decree No.02-CP of January 25, 1996 of the Government)

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam National Chemical Corporation (hereafter referred to as the Corporation) is a State corporation composed of member units which are closely associated by economic interests, finance, technology, supply, consumption, services, information, training, research, marketing and by operations in the chemical industry. The Corporation is established by the Prime Minister with a view to increasing capital accumulation and concentration, specialization and cooperation for production, in order to fulfill the tasks assigned by the State, raise the capability and business efficiency of the member units and the Corporation as a whole, and meet the needs of the economy.

Article 2.- The Corporation has the task of undertaking chemical business, including research and planning, business plan in conformity with the strategy, planning, and development plan of the chemical industry of the State, investing, creating sources of investment, building, production, transport, import and export, marketing of products, and supply of materials and equipment for the chemical industry, and conducting other business activities in accordance with law and the State policies.

Article 3.- The Corporation has:

1. The statute of a juridical person as provided for by Vietnamese law.

2. Its Status on organization and operation, and managerial and executive apparatus.

3. Its own capital and properties, and the responsibility for its debts within the capital under its management;

4. Its seal, bank accounts at the State Treasury and banks inside and outside the country.

5. Its balance of properties and centralized funds according to the provisions of the Government and under the guidance of the Ministry of Finance.

6. Its international transaction name as VIETNAM NATIONAL CHEMICAL CORPORATION, or VINACHEM in abbreviation.

7. Its main office is located in Hanoi City.

Article 4.- The Corporation is subject to the State management of the Ministries, the Agencies at ministerial level, the Agencies attached to the Government and the People's Committees of the provinces and cities directly under the Central Government in their capacity as State management bodies; at the same time subject to the management of these agencies which exercise the right of the owner over a State enterprise in accordance with the Law on State Enterprises and other provisions of law.

Article 5.- The Corporation is managed by the Managing Board and run by the General Director.

Article 6.- The organization of the Communist Party of Vietnam in the Corporation shall operate in accordance with the Constitution and the laws of the Socialist Republic of Vietnam and the provisions of the Communist Party of Vietnam.

The Trade Union and other socio-political organizations in the Corporation shall operate according to the Constitution and laws.

Chapter II

RIGHTS AND DUTIES OF THE CORPORATION

Section 1. RIGHTS OF THE CORPORATION

Article 7.-

1. The Corporation has the right to manage and use its capital, land, natural resources, and other sources allocated by the State according to law in order to achieve the targets and fulfill the tasks assigned by the State.

2. The Corporation has the right to re-assign to its member units for management and use of the resources which it has received from the State; and in case of necessity, to adjust the resources it has assigned to its member units in line with the overall development plan of the entire Corporation.

3. The Corporation is entitled to invest, enter into joint venture, contribute stocks, and buy part or the whole property of other enterprises in accordance with law.

4. The Corporation is entitled to transfer, replace, rent, mortgage and pawn property under its management, except for the important equipment and workshops which, by prescription of the Government, must have the permission of competent State agencies, and on the principle of preserving and developing the capital; as regards the land and other resources under the management and use of the Corporation, relevant laws shall apply.

Article 8.- The Corporation has the following rights in the organization of management and business:

1. To organize the managerial apparatus and organize business in conformity with the objectives and tasks assigned by the State;

2. To renew technology and equipment;

3. To set up branches and representive offices of the Corporation in the country and abroad as prescribed by law;

4. To conduct business in such trades and occupations as suit the objectives and tasks assigned by the State; to broaden the scope of business according to the capabilities of the Corporation and market demand; and to conduct additional businesses if permitted by the authorized State agency;

5. To select its own market and uniformly to divide the markets among its member units; to conduct import and export according to prescriptions of the State;

6. To decide itself the price bracket, or the buying and selling prices of the main products and services, the minumum export and maximum import prices, except those products and services of which the prices are set by the State;

7. To work out and apply the norms for labor, unit price of wage per unit of product in the framework of the norms and unit prices set by the State;

8. To assign responsibilities in the recruitment, hiring, assignment, employment and training of labor, to select the forms of wage and bonus payment, and exercise other rights of the employer as provided for by the Labor Code and other prescriptions of law; to decide the wages and bonuses for the laborers on the basis of the unit prices of wage per unit of product, or the service fees and the effectiveness of the operations of the Corporation;

9. To invite and receive foreign business partners to work with the Corporation in Vietnam; and send representatives of the Corporation abroad to work, study, and research, except for the Chairman of the Managing Board and the General Director who must get the permission of the Prime Minister. The sending abroad of other members of the Managing Board shall be decided by the Chairman of the Managing Board. The sending abroad of the Deputy General Director and other functionaries in the Corporation shall be decided by the General Director.

Article 9.- The Corporation has the following powers in financial management:

1. To use the capital and the various funds of the Corporation to meet in time the business requirements on the principle of preservation and effectiveness. It has to reimburse capital or fund used not in line with the designated purposes;

2. To mobilize capital of its own for business activities but without changing the form of ownership; to issue bonds as defined by law; to mortgage the land use right associated with the property under the management of the Corporation at Vietnamese banks in order to borrow capital for business according to prescriptions of law;

3. To set up, manage and use the centralized funds and the capital depreciation fund at the level and rate of deduction, and under the regime of utilization and management of these funds in conformity with the guidance of the Ministry of Finance and the prescriptions of the Financial Regulations of the Corporation;

4. The Corporation may use the remaining profits after fulfilling all obligations to the State to set up development investment funds and other funds as prescribed, in order to distribute to the laborers according to their contributions to the business results in the year, and according to the shares they have contributed (if any);

5. The Corporation is entitled to the regime of subsidies, price subsidies and other preferential regimes of the State when performing its production or supply tasks in service of national defense and security, and the prevention and fight against natural calamities, or in service of public interests, or in the supply of products and services in accordance with the price policy of the State which cannot make up for the production cost or service cost which the Corporation has spent on these products and services;

6. The Corporation is entitled to the investment or reinvestment preferential regime as prescribed by the State.

Article 10.- The Corporation may refuse and denounce all requests for resource supply not stipulated by law by any individual or organization, except the voluntary contributions for humanitarian purposes and public interest.

Section 2. OBLIGATIONS OF THE CORPORATION

Article 11.-

1. The Corporation has the duty to receive and efficiently use, preserve and develop the capital allocated to it by the State (including the capital it invests in other enterprises); receive and efficiently use the land, natural resources, and other allocated resources in order to realize the business targets and the tasks assigned by the State.

2. The Corporation has the obligations:

a/ To collect or pay the debts recorded in the balance of property of the Corporation at the time of its establishment;

b/ To pay the international credits used by the Corporation under decision of the Government;

c/ To pay the credits directly borrowed by the Corporation, or borrowed under trust contract by its member units with guaranty from the Corporation, if these units are unable to pay.

Article 12.- The Corporation has the following obligations in managing its business operations:

1. To register for business and conduct its business in accordance with the registration; to take responsibility before the State for the results of its operations, and before the customers and law for its products and services;

2. To work out the development strategy, the five-year and annual plans in line with the strategy, planning and the economic-social development plan of the State, the objectives and tasks assigned by the State, and market demands;

3. To sign, and organize the implementation of economic contracts with its partners;

4. To ensure the major balances of the State, meet the market need, and take part in stabilizing the prices of essential products and services as stipulated by the State which the Corporation is trading in;

5. To renew and modernize the technology and mode of management; and to use the income generated by the assignment of property to re-invest, renew the equipment and technology of the Corporation;

6. To exercise the obligations toward the laborers in accordance with the provisions of the Labor Code and to ensure their participation in the management of the Corporation;

7. To carry out the regulations of the State with regard to the protection of natural resources, the environment, and national defense and security;

8. To abide by the regime of statistical and accountancy reporting and periodical reporting as prescribed by the State, and also the regime of irregular reporting at the request of the representative of the owner; and take responsibility for the accuracy of the reports;

9. To submit to the control of the representative of the owner; to abide by the regulations concerning the inspection by the financial agency and other authorized State agencies as prescribed by law.

Article 13.- The Corporation has the following obligations in the financial management:

1. To carry out correctly the regime and other regulations on the management of capital, property, the various funds, book-keeping, cost accounting, audit regime and the other regimes prescribed by the State; and to take responsibility for the accuracy of its financial operations.

2. To make public its annual financial statement and other information so as to help the correct and objective evaluation of the operation of the Corporation as prescribed by the Government.

3. To fulfill its obligation of paying taxes and other remittances to the State budget as provided for by law. In case the property mobilized by the Corporation among its member units is recorded in the form of increase or decrease of capital, the Corporation shall be exempted from registration tax. The semi-finished products transferred internally among the member units in order to continue finishing, or the services mutually conducted by member units in service of business shall be exempted from turnover tax.

Chapter III

THE MANAGING BOARD AND THE CONTROL COMMISSION

Article 14.-

1. The Managing Board performs the function of managing the operations of the Corporation, and takes responsibility for the development of the Corporation in accordance with the tasks assigned by the State.

2. The Magaging Board has the following powers and tasks:

a/ To receive capital (including debts), land, natural resources and other sources assigned to the Corporation by the State;

b/ To examine and approve the plans proposed by the General Director concerning the allocation of capital and other resources to the member units, and the plan for the regulation of capital and other resources among the member units; to control and supervise the realization of these plans;

c/ To control and supervise all activities of the Corporation; the utilization, preservation and development of the capital and other assigned resources; the implementation of the resolutions and decisions of the Managing Board and the provisions of law; and the discharge of the obligations to the State;

d/ To adopt the proposals of the General Director to be submitted to the Prime Minister for approval concerning the strategy, planning and plans for long-term development, the five-year plans of the Corporation. To decide the annual targets and plan of the Corporation and report them to the Prime Minister; to adopt the plan of the Corporation for exploration, exploitation, management and preservation of natural resources, so that the General Director may assign it to the member units;

e/ To organize the evaluation and submit to the authorized agency for approval the plans for investment, new investment projects and projects of investment in cooperation with foreign parties with the capital managed by the Corporation;

f/ To submit to the Prime Minister for approval, and in case of accreditation by the Prime Minister, decide the joint venture projects with foreign countries in accordance with the prescriptions of the Government; to decide joint venture projects with domestic partners and the economic contracts of large value. To submit to the Prime Minister for decision on investment projects of Group A; to decide the investment projects of Group C; if empowered, to decide a number of investment projects of Group B; to empower the General Director or the Director of a member unit to approve small investment projects;

g/ To issue and supervise the implementation of the economic and technical norms and criteria, including unit price of wages, unit prices and norms in specialized construction, product criteria, trade marks, within the Corporation at the proposal of the General Director and on the basis of the common regulation of the branch and of the country;

h/ To work out and submit to the Prime Minister for approval the Statute on the organization and operation of the Corporation, and the amendments and supplements to the Statute. To approve the Statutes and the Regulations on the organization and operation of the member units, and the amendments or supplements to these Statutes and Regulations at the proposal of the General Director. To decide to open branches and representative offices of the Corporation in the country and abroad in accordance with the procedures defined by law. To ratify the plan of the Corporation for organization of management and business presented by the General Director. To propose the establishment, splitting, merger and dissolution of the member units as prescribed by law;

i/ To propose the Minister of Industry to submit to the Prime Minister to appoint, dismiss, commend or discipline the General Director. To propose the Minister of Industry to appoint, dismiss, commend or discipline the Deputy General Director and the Chief Account of the Corporation at the proposal of the General Director; to appoint, dismiss, commend or discipline the Directors of the member units at the proposal of the General Director; to decide the total personnel of the managerial and operational apparatus of the Corporation, and readjust it when necessary at the proposal of the General Director;

j/ To issue the Financial Regulation of the Corporation after it is approved by the Ministry of Finance. The Regulation shall be compiled in conformity with the Model Financial Regulations for State corporations issued by the Ministry of Finance;

k/ To adopt the plan proposed by the General Director concerning the founding and utilization of the centralized funds corresponding with the business and financial plans of the Corporation;

l/ To examine the plans for capital mobilization (in all forms) and guarantee the borrowings and liquidation of property of the member units, to decide or submit to the Prime Minister for decision, according to the principles mentioned in Item 4, Article 37 of this Statute;

m/ To adopt the quarterly, six-month and annual operational reports of the Corporation, and the annual general financial reports (including the property balance) of the Corporation and the member units presented by the General Director, and request the General Director to make public the annual financial report as prescribed by the Ministry of Finance;

n/ To issue the regulation on the protection of business secrecy, internal economic information and State secrets as prescribed by law, as presented by the General Director, for uniform application throughout the Corporation.

3. The Managing Board comprises 5 members to be appointed and dismissed by the Prime Minister. The criteria of the persons to be nominated as members of the Managing Board shall comply with the provision in Article 32 of the Law on State Enterprises.

4. The Managing Board shall comprise a number of full-time members, including the Chairman of the Board, a member who is also the General Director, a member who is also President of the Control Commission, and a number of full-time or half-time members who are specialists operating in the domains of economy, technology, finance, business management and law.

5. The Chairman of the Managing Board must not be also General Director of the Corporation.

6. The term of office of the members of the Managing Board is five years. A member of the Managing Board may be re-appointed. He/she may also be dismissed and replaced in the following cases:

a/ Law-breaking, or violation of the Statute of the Corporation;

b/ He/she has proved to be incapable of assuming the task assigned, as suggested by at least two-thirds of the incumbent members of the Managing Board;

c/ He/she asks to withdraw for plausible reasons;

d/ There is a decision to assign him/her to another task.

7. The Chairman of the Managing Board has the duty to organize the implementation of the tasks and powers of the Board stipulated in Item 2 of this Article.

8. Working regime of the Managing Board:

a/ The Managing Board shall operate under the system of collective work. It shall meet regularly every quarter to examine and decide questions under its jurisdiction and responsibility. When necessary, it can convene extraordinary meetings to resolve urgent questions of the Corporation at the proposal of the Chairman of the Managing Board, or the General Director, or the President of the Control Commission, or more than 50% of the members of the Managing Board;

b/ The Chairman of the Managing Board shall convene and preside over all meetings of the Board; in case of his/her absence for plausible reason, the Chairman shall empower another member of the Board to chair the meeting on his/her behalf;

c/ The meetings of the Managing Board shall be valid only when at least two thirds of the members are present. The documents to be discussed at the meetings must be sent to all the members of the Board and the invited persons at least five days in advance. The contents and conclusions of the meetings of the Managing Board must be recorded in written minutes to which all the members present at the meetings must affix their signatures. Any resolution or decision of the Managing Board shall be valid only when they receive the approval by vote of more than 50% of the members of the Board. A member of the Managing Board may have his/her reservations about the resolutions or decisions;

d/ When the Managing Board meets to examine questions related to the development strategy, the planning and the five-year and annual plans, the major investment projects, the projects of joint venture with foreign parties and the annual financial statements, and to issue the systems of economic - technical norms and criteria of the Corporation, it must invite the authorized representatives of the concerned ministries and branches. In case the meeting deals with an important question related to the local administration, it must invite the representative of the provincial People's Committee; in case the issue relates to the interests and obligations of the employees in the Corporation, it must invite a representative of the Trade Union of the branch. These representatives may speak, but do not take part in the voting. When they discover that the resolutions or decisions of the Managing Board are detrimental to common interests, they may send written petitions to the Managing Board and, at the same time, report the matter to the Heads of the agencies which they represent, so that the matter may be considered and settled properly. In case of necessity, the Heads of these agencies may report the matter to the Prime Minister;

e/ The resolutions and decisions of the Managing Board are binding on the whole Corporation. In case the opinion of the General Director differs from the resolution or decision of the Board, he/she may express his/her own reservation and submit it to the authorized State agency for settlement; but pending such a settlement, he/she still has to abide by the resolution and decision of the Board;

f/ The operational expenditures of the Managing Board and the Control Commission, including the wages and allowances for the members of the Board and the Control Commission and for the specialists and assistants, shall be accounted for in the managerial fees of the Corporation. The General Director shall have to assure the necessary conditions and means for the operation of the Managing Board and the Control Commission.

Article 15.- Assisting body of the Managing Board:

1. The Managing Board uses the operational apparatus and the seal of the Corporation to carry out its tasks.

2. The Managing Board is assisted by a number of specialists who work on a full-time basis and whose number shall not exceed five persons.

3. The Managing Board shall set up the Control Commission to help it in the inspection and supervision of the operational activities of the General Director, the assisting apparatus and the member units of the Corporation in their operational and financial activities, in the implementation of the Statute of the Corporation and the resolutions and decisions of the Managing Board, and in the observance of State law.

Article 16.- The interests and responsibilities of the members of the Managing Board:

1. The full-time members shall receive their basic wages according to the wage scheme of State employees, and their wages according to the regime of wage distribution in a State enterprise as prescribed by the Government, and shall receive bonuses corresponding to the results of the operations of the Corporation.

The part-time members shall receive responsibility allowances and bonuses as prescribed by the Government.

2. The members of the Managing Board:

a/ Under no circumstances shall they place themselves in a position that might compromise their observance of honesty and public-mindedness, or provoke contradictions between the interests of the Corporation and personal interests;

b/ Under no circumstances shall they abuse their powers for personal interests, or take any action of ursurping the business opportunities of the Corporation, or damaging the interests of the Corporation;

c/ Under no circumstances shall they take actions beyond the powers of the Managing Board as prescribed in this Statute.

3. The members of the Managing Board who are the Chairman of the Board or the General Director of the Corporation are not allowed to use their titles to set up private enterprises, limited liability companies, or stock companies. They shall not hold managerial or executive posts in such economic units. They are also forbidden to entertain economic contract relations with private enterprises, limited liability companies or stock companies in which their spouses, parents or children hold managerial or executive posts.

4. The spouse, parents, children and siblings of the Chairman of the Managing Board and the General Director shall not hold the posts of Chief Accountant and Treasurer at the Corporation and its member units.

5. The members of the Managing Board shall have to take collective responsibility before the Prime Minister and the law for all their resolutions and decisions; in case they fail to accomplish their assigned tasks or violate the Statute of the Corporation, take wrong decision or abuse power to cause damage to the Corporation and the State, they shall have to take responsibility and make material compensations for the damage caused by them as stipulated by law.

Article 17.- The Control Commission:

1. The Control Commission shall comprise five members; it is headed by a member of the Managing Board as assigned by the Board. The four other members are appointed, dismissed, commended or disciplined by the Managing Board; they include a member who is an accountancy specialist, another who is presented by the Congress of the Workers and Employees of the Corporation, another who is recommended by the Minister of Industry, and the fourth who is presented by the General Director of the General Department of State Capital and Property Management at Enterprises.

2. A member of the Control Commission must not be a spouse, a parent, or sibling of the General Director, the Deputy General Director or the Chief Accountant of the Corporation, and must not cumulate any other responsibility in the executive apparatus of the Corporation, or any other post in other enterprises in the same economic-technical branch as the Corporation.

3. A member of the Control Commission must have the following qualities:

a/ Being a specialist in accountancy, audit, economics or technology, and having good knowledge of law;

b/ Having at least five years of experience in the above-described specialties;

c/ Having no previous criminal record or conviction related to economic activities.

4. The term of office of the members of the Control Commission is five years. In the process of work, they may be replaced if they fail to accomplish their tasks.

5. The members of the Control Commission shall receive wages and bonuses to be decided by the Managing Board according to the State regime.

Article 18.- Tasks, powers and responsibilities of the Control Commission:

1. To carry out the tasks assigned by the Managing Board in controlling and supervising the executive activities of the General Director, the assisting apparatus and the member units of the Corporation in their financial activities and in their implementation of law, the Statute of the Corporation, and the resolutions and decisions of the Managing Board;

2. To report to the Managing Board periodically every quarter and every year and on specific affairs, concerning the results of its control and supervisory work; to detect and report promptly to the Managing Board any irregular activities and signs of law-breaking within the Corporation;

3. Not to disclose the results of control and supervision unless permitted by the Managing Board; to take responsibility before the Managing Board and law for any act of deliberate ignorance or cover-up for the law-breaking acts already detected.

Chapter IV

THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

Article 19.-

1. The General Director shall be appointed, dismissed, commended and disciplined by the Prime Minister at the proposal of the Managing Board and the Minister of Industry. The General Director is the legal person representative of the Corporation and takes responsibility before the Managing Board, the Prime Minister and law for directing the operations of the Corporation. The General Director holds the highest executive authority in the Corporation.

2. The Deputy General Director assists the General Director in running one or a number of domains of operation of the Corporation as assigned by the General Director, and takes responsibility before the General Director and law for the tasks assigned by the General Director.

3. The Chief Accountant of the Corporation assists the General Director in directing and organizing the conduct of accountancy and statistical work of the Corporation, and has the powers and tasks prescribed by law.

4. The Office and the professional and specialized sections of the Corporation shall provide consultancy for and assist the Managing Board and the General Director in managing and directing the operations.

Article 20.- The General Director has the following tasks and powers:

1. Together with the Chairman of the Managing Board to sign the reception of capital (including debts), natural resources, land and other sources allocated by the State for management and utilization according to the objectives and tasks assigned to the Corporation by the State. To assign the resources entrusted by the State to the member units of the Corporation according to the plan already approved by the Managing Board. To recommend to the Managing Board to adjust the capital and other resources when reassigning them to the member units and adjusting them by increasing or decreasing the capital when there is a change in their tasks.

2. To make effective use of, and preserve and develop the capital under the plan already approved by the Managing Board. To work out the plan for capital mobilization, submit it to the Managing Board for approval, and organize the implementation of that plan. To carry out and direct the Financial Company of the Corporation to carry out capital mobilization and lending in service of the need for capital of the Corporation and the member units.

3. To work out the development strategy, the long-term and annual plans, the program of action, the schemes for protection and utilization of the resources of the Corporation, the projects for new investment and intensive investment, projects for investment cooperation with foreign countries, the joint venture program, business cooperation among member units, plans for personnel training and retraining within the Corporation, the measures for realization of economic contracts of large value to submit to the Managing Board for consideration and decision, or for subsequent submission to the authorized State agencies for decision. To organize the realization of the strategy, plans, schemes, projects and measures already approved.

4. To run business activities of the Corporation, take responsibility for the results of the Corporation business, to carry out the tasks and major balances assigned by the State; to take responsibility before the Managing Board, the Prime Minister and law for the assurance of major balances and the stabilization of the prices of chemicals in the country.

5. To work out and submit to the Managing Board for approval the economic and technical norms, product criteria, wage price unit, and the unit prices and norms in specialized construction in accordance with the common regulations of the branch and the State. To organize the implementation and control of the implementation of these norms, criteria and unit prices within the entire Corporation.

6. To propose to the Managing Board to submit to the Minister of Industry to appoint, dismiss, commend and discipline the Deputy General Directors and the Chief Accountant of the Corporation; to propose to the Managing Board to appoint, dismiss, commend and discipline the Directors of the member units. To appoint, dismiss, commend and discipline the Deputy Directors and Chief Accountants of the member units, and Directors of the units attached to the member units, and equivalent posts at the proposal of the Directors of the member units. To appoint, dismiss, commend and discipline the Heads and Deputy Heads of the sections and of the Office of the Corporation.

7. To work out and submit to the Managing Board for approval the total personnel of the managing and business apparatus of the Corporation and the adjustment plan in case of a change in the organization and personnel of the managing apparatus of the Corporation and of the member units; to establish and personally direct the assisting apparatus; to control the implementation of the personnel quotas of the member units; to submit to the Managing Board for approval the Statutes and Regulations on organization and operation of the member units as proposed by their Directors of these units; to approve the plans for establishing, reorganizing and dissolving the attached units of the member units as submitted by the Directors of the member units.

8. To design and submit to the Managing Board for approval the Regulations on labor, the Regulations on wages, commendations and discipline, the Regulations on protection of secrecies applied in the Corporation.

9. To organize the running of the Corporation's operation according to the resolutions and decisions of the Managing Board; to report to the Managing Board and the competent State agencies the results of business operation of the Corporation, including the quarterly, half-yearly and annual reports, the general financial report and the balance of property of the Corporation.

The general financial report must clearly indicate the<%-2> centralized accounting of the Corporation and the accountings of the independent-accounting member units, and must be approved by the Managing Board. It must be submitted to the Managing Board for adoption. The general financial report must be based on the documents already certified by a legal audit agency.<%0>

10. To carry out and control the member units in their discharge of the tax obligation and other payments as prescribed by law and the State. To draw up the plan for distribution of the after-tax profits of the Corporation and submit it to the Managing Board for approval as provided for by the State.

11. To provide fully all the documents requested by the Managing Board and the Control Commission. To prepare documents for the meetings of the Managing Board.

12. To be subject to the control and supervision of the Managing Board, the Control Commission and the authorized State agencies regarding the realization of his/her executive duties.

13. To have the right to apply measures exceeding his/her jurisdiction in cases of emergency (such as natural calamities, enemy sabotage, fires, accidents) and to take responsibility for such decisions; at the same time, to report immediately to the Managing Board and the authorized State agencies for subsequent solution.

Chapter V

THE COLLECTIVE OF EMPLOYEES IN THE CORPORATION

Article 21.- The Congress of the Workers and Employees of the Corporation is the direct forum for the laborers to take part in the management of the Corporation. The Congress has the following rights:

1. To take part in the making of the collective labor bargain for the representative of the collective of employees to negotiate and sign with the General Director.

2. To discuss and adopt the regulations for the utilization of the funds directly related to the interests of the employees in the Corporation.

3. To discuss and make suggestions to the planning and plans, the evaluation of the efficiency of business management, to propose measures for labor protection and improvement of the working conditions, the material and spiritual living conditions, and the environmental hygiene, as well as to the training and re-training of employees in the Corporation.

4. To present candidates to the Managing Board and the Control Commission.

Article 22.- The Congress of the Workers and Employees is organized and operates under the guidance of the Vietnam General Confederation of Labor.

Chapter VI

MEMBER UNITS OF THE CORPORATION

Article 23.-

1. The Corporation has its member units which are independent-accounting State enterprises, dependent-accounting units and non-business units (see list in attached Appendix).

2. The member units of the Corporation have their own seals and are allowed to open their accounts at banks in conformity with their modes of accounting.

3. The member units which are independent- accounting units and dependent-accounting units shall have their own Statutes on Organization and Operation; the non-business units of the Corporation shall have their own Organizational and Operating Regulations. These Statutes and Regulations have to be ratified by the Managing Board in conformity with law and the Statute of the Corporation.

Article 24.- With regard to the member units which are independent-accounting State enterprises:

1. The independent-accounting State enterprise in the Corporation has the right to business and financial autonomy, and is bound in interest and duties to the Corporation according to the provisions of this Statute.

2. The Managing Board and the General Director have the following rights over the member units which are independent-accounting enterprises:

a/ To empower the enterprise's Director to manage and run the operations of the enterprise in conformity with the Statute of the enterprise already ratified by the Managing Board of the Corporation. The Director shall take responsibility before the Managing Board, the General Director of the Corporation and before law for the activities of his/her enterprise;

b/ To appoint, dismiss, commend and discipline the Director, Deputy Director(s) and the Chief Accountant of the member enterprises, and the Directors of the attached units of the member units, and equivalent titles;

c/ To ratify the plans, to inspect the execution of the plans and the financial statement; to define the level to be deducted for the reward and welfare funds of the enterprise according to the guidance of the Ministry of Finance and the Financial Regulation of the Corporation;

d/ To deduct part of the capital depreciation fund and the after-tax profit as stipulated by the Ministry of Finance and concretized in the Financial Regulation of the Corporation in order to establish centralized funds of the Corporation for use in reinvestment and the execution of the investment projects at the member units;

e/ To ratify the plans and programs for expanded investment and in-depth investment, joint venture, supplementation, retrieval of part of the capital, assignment of stocks under the management of the Corporation held by the various member enterprises;

f/ To regulate the financial sources, including foreign exchange reserves, among different member units aimed at achieving the highest results in the use of capital in the whole Corporation, and on the basis of ensuring that the total assets of the enterprises from which part of the capital has been withdrawn shall not be lower than the total debts plus the prescribed capital of the enterprise which has been readjusted correspondingly with the tasks or size of this enterprise;

g/ To ratify the forms of wage payment, wage unit price and other measures aimed at ensuring the livelihood and the working conditions for the workers and employees of the enterprise;

h/ To expand or reduce the scope of business operation of the member enterprise under the common development strategy of the Corporation;

i/ To ratify the Organizational and Operational Statute of the enterprise, including the assignment of the power to the Director of the enterprise concerning the organization of the managing apparatus of the enterprise; recruitment, commendation, promotion and discipline of workers and employees; the level of credits (borrowings, lendings, buyings and sellings with delayed payments); buying and selling of fixed assets; buying and selling of stocks of the stock companies, buying and selling of patents of inventions, innovations and technological transfers; taking part in joint venture units and economic associations; and other issues related to the autonomy of a State enterprise which is a member unit of the Corporation as defined by the Law on State Enterprises;

j/ To control the operations of the enterprise, and ask it to report on the financial situation and the results of its business operations.

Article 25.- The member unit of the Corporation which is an independent-accounting enterprise shall take responsibility for the debts and commitments within the capital managed and used by it. Namely:

1. In the development investment strategy:

a/ The enterprise is assigned to organize the realization of the development investment projects according to the plan of the Corporation. The enterprise shall be allocated resources by the Corporation to carry out those projects;

b/ The enterprise may invest on its own in development projects outside the projects directly managed by the Corporation. In this case, the enterprise shall have to mobilize funds on its own and take financial responsibility for them.

2. In business activities, the enterprise shall draw up and organize the implementation of its own plan on the basis of:

a/ Ensuring the norms, targets and objectives as well as the major balances, the main technical- economic norms (including unit price and prices) of the enterprise in accordance with the overall plan of the Corporation;

b/ The plan for business expansion based on the optimal use of all resources in the possession of the enterprise and mobilized by itself in conformity with market needs.

3. In financial operation and economic accounting:

a/ The enterprise shall be assigned part of the capital and other resources allocated by the State to the Corporation which is reassigned by the Corporation to the enterprise. The enterprise has the duty to preserve and develop the capital and these resources;

b/ The enterprise is entitled to mobilize fund and other credit sources as prescribed by law in order to carry out its business plan and development investment plan;

c/ The enterprise is entitled to establish its own fund for capital construction investment, the production expansion fund, the reward fund, the welfare fund and the financial reserve fund according to its Statute ratified by the Managing Board, and according to the guidance of the Ministry of Finance. The enterprise has the duty to contribute to the centralized funds of the Corporation, and is entitled to use them as defined by the Statute of the Corporation and the decisions of the Managing Board;

d/ The enterprise shall have to pay taxes and fulfill other financial obligations (if any) to the State as prescribed by law;

e/ The enterprise many be empowered by the Corporation to carry out contracts with customers inside and outside the country on behalf of the Corporation.

4. In the domain of organization, personnel and labor:

a/ The enterprise has the right to propose to the Corporation to consider and decide, or it may be empowered by the Corporation to establish, reorganize, or dissolve its attached units, and organize the managing apparatus of the enterprise as defined in the Statute of the Corporation and its own Statute;

b/ In the framework of the payroll allowed by the Corporation, the enterprise is entitled to recruit, assign, use or fire employees who work in its managerial and business apparatus. The appointment or dismissal of the posts in its own managerial apparatus and its dependent units as well as the designing and application of the wage and salary system shall comply with the assignment of power by the Corporation as stipulated in this Statute;

c/ The enterprise has the responsibility to care for the development of its human resource in order to ensure the realization of its development strategy and business tasks; to care for the improvement of the working and living conditions of the employees according to the Labor Code and the Law on Trade Union.

Article 26.- The members which are dependent- accounting units:

1. They have the right to business autonomy as assigned by the Corporation, and are bound in obligation and interests to the Corporation. The Corporation takes the final responsibility for the financial obligations arising from the commitments of these units.

2. They are entitled to sign economic contracts, take the initiative in undertaking business, financial, organizational and personnel activities as assigned or empowered by the Corporation. The powers and tasks of the dependent-accounting units are concretized in their Organizational and Operational Statutes ratified by the Managing Board.

Article 27.- The non-business units have their own Organizational and Operational Statutes ratified by the Managing Board. They adopt the regime of covering expenditures with revenues, are entitled to create their own sources of revenues from the carrying out of services, contracts on scientific research and training for units inside and outside the country; are entitled to the distribution of the reward and welfare funds according to the prescribed regime. In case this distribution is lower than the average of the Corporation, they may be compensated by the reward and welfare funds of the Corporation.

Article 28.-

1. The Financial Company is an independent- accounting member enterprise of the Corporation, operating under law and the guidance of the Governor of the State Bank, and according to the Statute on Organization and Operation ratified by the Managing Board and under the direction of the General Director of the Corporation.

2. The Financial Company is entrusted with the task of mobilizing and lending capital to meet the needs in capital of the Corporation and the member units through preferential credit loans of the Government, commercial credits of banks and financial institutions inside and outside the country. It can issue bonds and stocks, enterprise bonds, construction project bonds, buy and sell valuable papers and vouchers as prescribed by law; and mobilize idle capital among the workers and employees of the Corporation and at units in the same economic and technical branch as the Corporation.

3. The Financial Company also mobilizes funds for the investment projects of the Corporation, and provides other services as prescribed by the Statute of the Corporation and the Financial Company Statute within the Corporation issued by the State Bank. With regard to major projects, the investors shall directly sign contracts while the Financial Company performs the service function.

4. The units shall use the capital provided by the Financial Company on the principle of borrowing and repaying, and apply the regime of internal interest rate proposed by the Financial Company and ratified by the General Director of the Corporation with the accreditation of the Managing Board.

Chapter VII

MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION AND MEMBER ENTERPRISES TO OTHER ENTERPRISES

Section 1. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION TO OTHER ENTERPRISES

Article 29.- With regard to the capital contributed by the Corporation to other enterprises, the Managing Board of the Corporation has the following rights and obligations:

1. To adopt the plan for capital contribution worked out by the General Director in order to decide, or submit to the Heads of the competent State authorities to decide, according to their vested powers as assigned in Point (e), Item 2, Article 14, of this Statute;

2. At the proposal of the General Director, to appoint, dismiss, commend and discipline the person directly managing the capital of the Corporation at the enterprise to which the Corporation has contributed capital;

3. To supervise and control the use of the capital contributed by the Corporation to other enterprises; to take responsibility for the efficiency in the utilization, preservation and development of the capital already contributed and collect profits from the capital contributed by the Corporation to other enterprises.

Article 30.- Rights and obligations of the persons directly managing the capital contributed by the Corporation to other enterprises:

1. To hold managerial and executive posts at the enterprise having capital contributed by the Corporation under the Statute of this enterprise;

2. To monitor and supervise the operations of this enterprise;

3. To observe the regime of reporting and take responsibility before the Managing Board of the Corporation for the efficiency in the utilization of the capital contributed by the Corporation to this enterprise.

Section 2. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY AN INDEPENDENT- ACCOUNTING MEMBER ENTERPRISE TO OTHER ENTERPRISES

Article 31.- An independent-accounting member enterprise may contribute capital to other enterprises as designated by the Corporation. With regard to the capital contributed by the enterprise to other enterprises, the Director has the following rights and obligations in managing this capital:

1. To work out the scheme of capital contribution for the General Director to submit to the Managing Board of the Corporation for approval;

2. To appoint, dismiss, commend and discipline the person directly managing the capital that the enterprise has contributed to other enterprises.

3. To supervise and control the use of the capital contributed by the enterprise; to take responsibility for the efficiency in the utilization, preservation and development of the capital already contributed; to collect the profits from the capital contributed by the enterprise to other enterprises.

Article 32.- Rights and obligations of the person directly managing the capital contributed by the enterprise to other enterprises:

1. To assume various managerial and executive posts at the enterprise where his/her enterprise has contributed capital under the Statute of this enterprise;

2. To monitor and supervise the business operations of the enterprise where his/her enterprise has contributed capital;

3. To observe the regime of reporting defined by the Director; and to take responsibility before the Managing Board and the General Director of the Corporation and the Director for the efficiency in the utilization of the capital contributed by his/her enterprise to the enterprise where he/she is assigned to assume managerial or executive post.

Section 3. JOINT VENTURE ENTERPRISES

Article 33.- The joint venture enterprises that the Corporation or its member enterprise has joined shall be managed, conducted and operated under the Law on Foreign Investment, the Corporate Law and the other concerned laws of Vietnam. The Corporation or its member enterprise shall exercise all rights, obligations and responsibility to these joint ventures in terms of financial operation as prescribed by law and the signed contracts.

Chapter VIII

FINANCE OF THE CORPORATION

Article 34.-

The Corporation performs the regime of general accountancy, financial autonomy in business in conformity with the Law on State Enterprises and other provisions of law, and the Statute of the Corporation.

Article 35.-

1. The prescribed capital of the Corporation is composed of:

a/ The capital assigned by the State at the time of the founding of the Corporation;

b/ Additional investment by the State (if any);

c/ Deduction from the after-tax profit to supplement the capital as currently prescribed;

d/ Other sources (if any).

2. At each increase or decrease of the prescribed capital, the Corporation shall have to adjust promptly its capital in the balance of property, and make public the prescribed capital of the Corporation after readjustment.

Article 36.-

1. The Corporation may establish and use centralized funds to ensure high efficiency of the development process of the Corporation.

2. The centralized funds of the Corporation are established according to the Statute of the Corporation, the Financial Regulations of the Corporation and by decision of the Managing Board. They comprise:

a/ The development investment fund, established from the capital depreciation funds and the deduction of profits of the member units as prescribed by the Ministry of Finance, the profits from the capital contributed by the Corporation to other enterprises, and other sources.

The capital depreciation funds and the profit from reinvestment of the dependent-accounting units of the Corporation are concentrated at the Corporation for investment according to the annual plan.

If the Corporation mobilizes capital depreciation funds of the independent-accounting member units, it shall have to observe the principle of borrowing and repayment and at the internal interest rate ratified by the General Director with the accreditation of the Managing Board and under the guidance of the Ministry of Finance. In case it is necessary to increase its production capacity, the Corporation can mobilize capital from the capital depreciation funds of the independent-accounting member units by recording a decrease in the capital of the enterprise concerned; the capital depreciation fund of fixed assets shall not be mobilized unless it has fully repaid the debt.

b/ The centralized fund for scientific research and training to be allocated to the units entrusted with the tasks of scientific research, training and retraining in the whole Corporation is formed by the deduction from the production development funds of the member units and the training allocations from the State budget (if any), and other sources, including those collected by the non-business units of the Corporation from the realization of their services and scientific research and training contracts signed with the enterprises and non-business units inside and outside the country.

c/ The financial reserve fund, the reward fund and the welfare fund are founded under the guidance of the Ministry of Finance. The concrete level of contributions to the above-mentioned funds and their use are defined in the Financial Regulations of the Corporation.

Article 37.- Financial autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, self-balancing of its revenues and expenditures. It has the responsibility to preserve and develop the various business capital sources of the Corporation, including the capital contributed to other enterprises.

2. It takes the responsibility of paying the debts recorded in the property balance of the Corporation and its other financial commitments (if any).

3. It controls and supervises the financial operations throughout the Corporation.

4. All credit relations (borrowing, lending, buying and selling of goods with delayed payment, guaranty) between the Corporation and the partners outside the Corporation must comply with the assigned norms for each borrowing as prescribed by the Ministry of Finance.

5. The Corporation shall have to design, submit and register the financial plan, the financial reports and the property balance of the Corporation to the authorized State agencies, and submit its annual general financial accounts to the Ministry of Finance. The latter shall control and ratify the annual financial accounts of the Corporation.

6. The Corporation shall have to pay taxes and other remittances under the current law and according to the Financial Regulations of the Corporation, with the exclusion of the taxes already paid by the member units. It is entitled to use the profits after fulfilling its tax duties to the State as currently prescribed.

7. The profit earned by the Corporation or member units from the capital they contributed to other enterprises shall not be subject to profit tax, if these enterprises have paid profit tax before the dividends are apportioned to the capital contributors.

8. The financial operations of the member units of the Corporation, and the relationship in financial operation between the Corporation and the member units shall be effected in conformity with the Statute and Financial Regulations of the Corporation.

9. The material responsibility of the Corporation in its business relations and in civic relations is limited to the total prescribed capital of the Corporation made public at the latest point of time.

10. The Corporation has to seriously observe the Ordinance of Accountancy and Statistics, the current regime of accountancy and financial reports for State-owned enterprises.

11. The Corporation is subject to the control and supervision in financial matters and business operations by the authorized State agencies as prescribed by law.

Chapter IX

RELATIONS BETWEEN THE CORPORATION AND THE STATE AGENCIES AND THE LOCAL ADMINISTRATION

Article 38.- Relations with the Government:

1. To observe law, seriously carry out Government regulations related to the Corporation and the State enterprises.

2. To carry out the development plans and strategy of the Corporation in the master plan and strategy of development of the service and territorial development of the State.

3. To observe the regulations on the establishment, splitting, merger and dissolution; the policies on organization and personnel; the financial, credit, tax and profit-collecting regimes; and the regimes on accountancy and statistics.

4. To submit to the control and inspection regarding the observance of law, undertakings, policies and regimes of the State at the Corporation.

5. To be entitled to make proposals on solution regarding the mechanism and the managerial policy of the State concerning the Corporation.

6. To be entitled to manage and use capital, properties, land and other resources assigned by the State in order to carry out the business duties and to have the obligation to preserve and develop these resources.

7. To benefit from the regimes of allowances and subsidies and other regimes as provided for by the Government.

Article 39.- Relations with the Ministry of Finance:

1. The Corporation submits to the State management from the Ministry of Finance in the following domains:

a/ To abide by the financial, accounting and tax regimes and to organize the accounting apparatus;

b/ To submit to the regime of financial audit and internal audit within the Corporation.

2. The Ministry of Finance is the agency assigned by the Government to carry out a number of functions of the owner and control the Corporation in:

a/ Determination of the capital, natural resources and other resources assigned by the State to the Corporation for management and use;

b/ Inspection of the effective use, preservation and development of the capital and other resources assigned to it during the process of operation reflected in the annual financial statement;

c/ Ratification of the annual financial statement of the Corporation;

d/ Approval of the Financial Regulation of the Corporation before its Managing Board signs into effect.

3. The Corporation shall submit to the control and inspection in the financial and other domains of the Ministry of Finance.

4. The Corporation is entitled to propose solutions, mechanisms and policies regarding financial and credit domains and other matters related to the Corporation; to propose the Ministry of Finance to ratify and organize the transfer of properties of high value, the above-norm credit relations, the discharge of financial obligations, the distribution of after-tax profits, the liquidation of properties of the Corporation, and the supplementation of the State budgetary capital to the Corporation.

Article 40.- Relations with the Ministry of Industry:

1. With its function of State management for the chemical industry, the Ministry of Industry shall regulate the Corporation in the following issues:

a/ To issue product criteria, technological norms, including imported detached and complete equipment; the norms of the chemical branch, and directly to inspect and supervise the Corporation in the realization of these criteria and norms;

b/ To work out and issue the planning and orientation for development of the chemical industry, and to directly control the Corporation in its realization of these regulations;

c/ The Corporation shall have to carry out the above regulations of the Ministry of Industry, and may make suggestions to the Ministry regarding the above questions.

2. With regard to its task assigned by the State to carry out a number of functions of the owner, the Ministry of Industry shall direct the work of the Corporation in these domains:

a/ To establish, split, merge, reorganize or dissolve the member units of the Corporation as empowered by the Prime Minister;

b/ Together with the State agency empowered by the Prime Minister, to submit to the Prime Minister for decision in appointing, dismissing, commending and disciplining the members of the Managing Board and the General Director of the Corporation;

c/ To appoint, dismiss, commend and discipline the Deputy General Directors and the Chief Accountant of the Corporation; to nominate candidates to the Control Commission of the Corporation;

d/ To take part in the allocation of capital and other resources to the Corporation, to inspect the activities of the Corporation. The Corporation shall have to make reports as required by the State and the Ministry of Industry;

e/ To direct the Corporation in ensuring the major balances of the State and the stabilization of prices, and meeting market needs for the essential goods and services as stipulated by the State which the Corporation is providing;

f/ The Corporation shall also submit to the control, inspection and supervision by the Ministry of Industry within the scope of the other functions of this Ministry as provided for by law.

Article 41.- The other Ministries, the Agencies at ministerial level and the Agencies attached to the Government, in their capacity as State management agencies, shall influence the work of the Corporation in the following areas:

1. To carry out the technical-economic norms, product criteria, and product quality in conformity with the criteria concerned of the branch and the country.

2. To carry out the regulations on the protection of natural resources and environment.

3. To take part in the evaluation of the investment projects according to the strategy and plan for development of the economic-technical branch and according to the planning of economic areas.

4. To carry out the regulations on external relations and import and export.

5. To ensure the realization of the interests and obligations with regard to the employees of the Corporation as prescribed by law.

6. The Corporation shall submit to the control, inspection and supervision of these agencies in the areas according to the functions assigned by law to these agencies.

7. The Corporation may make suggestions to these agencies on the policies, mechanisms and solutions concerning the above-mentioned contents.

Article 42.- With regard to the local administrations at various levels in their capacity as State management agencies along territorial line, the Corporation shall submit to their State management and observe the administrative regulations and carry out its obligations toward the People's Councils and People's Committees at various levels as prescribed by law.

Chapter X

REORGANIZATION, DISSOLUTION AND BANKRUPTCY

Article 43.- The reorganization of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

Article 44.- The Corporation shall be dissolved when the Prime Minister sees no need to maintain it. On its dissolution, the Prime Minister shall set up a Dissolution Council. The remaining property of the dissolved Corporation after payment of the debts due under provisions of law shall belong to State ownership.

Article 45.- The reorganization, splitting, merger, dissolution and the establishment of new member units of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

Article 46.- When the Corporation and its member units lose their capability of payment of due debts, they shall be dealt with according to the Law on Bankruptcy.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 47.- This Statute applies to the Vietnam National Chemical Corporation. All individuals and member units of the Vietnam National Chemical Corporation have to comply with this Statute.

This Statute takes effect as from the date of signing of the promulgation Decree.

Article 48.-

1. Basing themselves on the Law on State Enterprises and the Statute of the Corporation, the member units of the Corporation shall draft their own Statutes or Regulations on organization and operation, and the General Director shall submit them to the Managing Board for ratification. The Statutes and Regulations of the member units of the Corporation shall not contradict the Statute of the Corporation.

2. If the need arises to supplement or amend the Statute of the Corporation, the Managing Board shall propose to the Prime Minister for decision. If the member units of the Corporation need to amend or supplement their own Statutes or Regulations on organization and operation, the General Director shall have to submit the proposal to the Managing Board for decision.

Article 49.- In case the documents of the Government, the Ministries, the Agencies at ministerial level, the Agencies attached to the Government, the People's Committees of the provinces and cities directly under the Central Government, and the Decision on the establishment of the member enterprises provide otherwise than this Statute, this Statute shall be complied with if the Government so permits.

On behalf of the Government

Prime Minister

VO VAN KIET

APPENDIX

(Attached to the Statute on the Organization and Operation of the Vietnam National Chemical Corporation ratified by Decree No.02-CP of January 25, 1996 of the Government)

I. LIST OF THE MEMBER UNITS OF THE VIETNAM NATIONAL CHEMICAL CORPORATION

(at the time of the establishment of the Corporation)

A. STATE ENTERPRISES WITH INDEPENDENT ACCOUNTING:

1. The Vietnam Apatite Company.

2. The Pyrite Company.

3. The Mining Company.

4. The Thanh Hoa Serpentine and Chemical Company.

5. The Lam Thao Superphosphate and Chemical Company.

6. The Van Dien Melt Phosphate Fertilizer Company.

7. The Ninh Binh Phosphate Fertilizer Company.

8. The Southern Fertilizer Company.

9. The Can Tho Fertilizer and Chemical Company.

10. The Ha Bac Nitrogenous Fertilizer and Chemical Company.

11. The Hai Hung Chemical and Fertilizer Company.

12. The Viet Tri Chemical Company.

13. The Vinh Thinh Chemical Company.

14. The Duc Giang Chemical Company.

15. The Vinh Chemical Company.

16. The Southern Basic Chemicals Company.

17. The Vietnam Insecticide Company.

18. The Danang Chemical Industry Company.

19. The Quang Ngai Chemical Industry Company.

20. The Chemical and Biological Industry Company.

21. The Southern Rubber Industry Company.

22. The Sao Vang Rubber Company.

23. The Danang Rubber Company.

24. The Hanoi Battery Enterprise.

25. The Southern Battery Company.

26. The Vinh Phu Battery Company.

27. The Tia Sang Battery Company.

28. The Hanoi Soap Company.

29. The LIX Detergent Company.

30. The NET Detergent Company.

31. The Phuong Dong Company.

32. The Emulsion Paint Company.

33. The Hanoi General Paint Company.

34. The Viet Duc Electric Welding Rod Company.

35. The Industrial Gases Company.

36. The Welding Rod Technique Gases Company.

37. The Trang Kenh Calcium Carbide and Chemical Company.

38. The Chemical Material Import-Export Company.

39. The Chemical Industry Designing Company.

40. The Chemical Construction Company.

41. The Southern Industrial Construction Company.

42. The Chemical Finance Company.

B. DEPENDENT-ACCOUNTING ENTERPRISES:

1. The Additive and Oil Product Development Company.

2. The Chemical Material Service and Trade Enterprise.

C. NON-BUSINESS UNITS:

1. The Industrial Chemistry Institute.

2. The Chemical Science and Technology Information Center.

3. The Chemical Technical Workers' School.

4. The Chemical Engineering Worker's School.

5. The Do Son Chemical Sanatorium.

6. The Vung Tau Chemical Sanatorium.

II. LIST OF JOINT VENTURE UNITS TO WHICH THE VIETNAM NATIONAL CHEMICAL CORPORATION CONTRIBUTES CAPITAL

(at the time of the establishment of the Corporation)

1. VIPLACO Company.

2. KOSVIDA Company.

3. MOSFLY Company.

4. VIGUATO Company.

5. LEVER - HASO Company.

6. LEVER - VISO Company.

7. PROCTER & GAMBLE (VIETNAM) Company.

8. The Tra Bac Joint Venture Company.

9. The Vietnam Joint Venture Paint Company.

10. The Binh Dien Joint Venture Cement Enterprise.

11. The Lao Cai Joint Venture Cement Enterprise.

12. BIOPHARMTECH Joint Venture.

13. The VIPESCO - CAN THO Insecticide Joint Venture.

14. The Quang Ngai - Lam Dong Graphite Joint Venture.-